C O V E R S H E E T for AUDITED FINANCIAL STATEMENTS SEC Registration Number 2 9 3 1 6 C O M P A N Y N A M E R O B I N S ON S BANK CORPORATI ON AND SUBSI D I ARY PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) 1 7 t h Fl o o r , G a l l e r i a Co r p o r a t e Ce n t e r , EDSA c o r n e r O r t i g a s A v e n u e , Qu e z o n Ci t y Form Type Department requiring the report Secondary License Type, If Applicable 1 7 - A C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number www.robinsonsbank.com.ph 702-9500 N/A No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 15 Last week of April December 31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number Ms. Irma D. Velasco [email protected] 702-9515 09988403139 CONTACT PERSON’s ADDRESS 17th Floor, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated. 2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies. SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2017 2. SEC Identification Number: 0000029316 3. BIR Tax Identification Number: 000-437-913-000 4. Exact name of issuer as specified in its charter: Robinsons Bank Corporation 5. Province, Country or other jurisdiction of incorporation or organization: Philippines 6. Industry Classification Code: (SEC Use Only) 7. Address of Principal Office: 17th Floor, Galleria Corporate Center, EDSA corner Ortigas Avenue, Quezon City Postal Code: 1110 8 Issuer's telephone number, including area code: (632) 702-9500 9. Former name, former address, and former fiscal year, if changed since last report. Not applicable 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA. None. However, the issuer issued exempt securities in the form of Long-Term Negotiable Certificates of Deposits (LTNCTDs) pursuant to Section 9 (e) of the SRC and these were listed with Philippine Dealing & Exchange Corp. (PDEx) as mandated by the Bangko Sentral ng Pilipinas under Section X233.9 d. of the Manual of Regulation for Banks. Title of Each Class Amount Outstanding Long-Term Negotiable Certificates of Deposit Php4,182,320,000 11. Are any or all of these securities listed on a Stock Exchange? Yes [ ] No [ x ] If yes, state the name of such stock exchange and the classes of securities listed therein: ___________________________ _________________________ Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [ x ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ x ] No [ ] 13. The aggregate market value of the voting stock held by non-affiliates of the registrant. Not applicable. 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Not applicable. Yes [ ] No [ ] DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders ------------- Not applicable (b) Any proxy or information statement filed pursuant to SRC Rule 20 and 17.1(b)- -----Not applicable (c) Any prospectus filed pursuant to SRC Rule 8.1-1--------- Not applicable TABLE OF CONTENTS Page No. PART I BUSINESS AND GENERAL INFORMATION Item 1 Business…………………………………………………………… 1 Item 2 Properties………………………………………………………….. 19 Item 3 Legal Proceedings………………………………………………... 29 Item 4 Submission of Matters to a Vote of Security Holders …………. 29 PART II OPERATIONAL AND FINANCIAL INFORMATION Item 5 Market for Issuer’s Equity and Related Stockholders Matters……………………………………………………………. 30 Item 6 Management’s Discussion and Analysis or Plan of Operations……………………………………………… 31 Item 7 Financial Statements…………………………………………….. 38 Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures………………………….. 39 PART III CONTROL AND COMPENSATION INFORMATION Item 9 Directors and Executive Officers of the Issuer………………… 39 Item 10 Executive Compensation………………………………………... 48 Item 11 Security Ownership of Certain Record and Beneficial Owners and Management…………………………………………………. 49 Item 12 Certain Relationships and Related Transactions……………… 50 PART IV CORPORATE GOVERNANCE Item 13 Corporate Governance…………………………………………... 50 PART V EXHIBITS AND SCHEDULES Item 14 Exhibits and Reports…………………………………………….. 60 (a) Exhibits (b) Reports on SEC Form 17-C SIGNATURES 63 EXHIBITS AND ANNEXES 64 PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business (a) Form and Year of Organization Robinsons Bank Corporation (Bank), as it is today, is the surviving entity of the merger on May 25, 2011 of “Robinsons Savings Bank Corp.”, a savings bank organized on October 8, 1997 and “Robinsons Bank Corporation”, formerly The Royal Bank of Scotland (Philippines), Inc., a commercial bank which was originally established on April 28, 1966. (b) Bankruptcy, receivership and similar proceedings The Bank is not subject to any bankruptcy, receivership or similar proceedings. (c) Material reclassification, Merger, Consolidation, or Purchase of Sale of Assets Robinsons Savings Bank opened its doors to business in November 1997. It has grown from a small savings bank with a single branch which soon increased to four (4) to a 146 (134 of which belongs to the Bank and 12 to its subsidiary)-branches-strong commercial bank through organic expansion, strategic acquisitions and merger. The Bank started to grow its branches by bidding and winning from PDIC eight (8) branches of the former Prime Savings Bank. Then in 2002, Robinsons Savings Bank acquired nineteen (19) branches of ABN Amro Savings Bank (Philippines), its licenses to operate branches and its bank deposits. This acquisition made Robinsons Savings Bank the country’s seventh largest thrift bank during the same year. On February 24, 2010, Robinsons Savings Bank acquired the controlling interest in The Royal Bank of Scotland (Philippines), Inc., a commercial bank, which was later renamed on August 26, 2010 as “Robinsons Bank Corporation”. Incidentally, prior to this change of name, The Royal Bank of Scotland (Philippines), Inc. had the following former corporate names: ABN Amro Bank, Inc. approved on December 28, 2001; ABN Amro Savings Bank Corp. approved on September 7, 1999; Great Pacific Savings Bank Corp. approved on August 27, 1998; BA Savings Bank approved on November 24, 1992; BA Finance Corp. approved on January 29, 1974; and Northern Industrial Finance Corporation approved on April 28, 1966. By December 2010, the Bangko Sentral ng Pilipinas (BSP) endorsed to the Securities and Exchange Commission (SEC) the merger of Robinsons Savings Bank, the savings bank, and Robinsons Bank Corporation, the commercial bank, with Robinsons Bank Corporation as the surviving entity. On May 25, 2011, the SEC approved the merger of Robinsons Savings Bank and Robinsons Bank Corporation, with the latter as the surviving entity. With this merger, the Bank became the 14th largest amongst commercial banks and the 31st largest bank in the Philippine banking system by the end of 2010. In December 2012, Robinsons Bank Corporation acquired Legazpi Savings Bank, Inc. With the acquisition, Legazpi Savings Bank (LSB) became a wholly-owned subsidiary of Robinsons Bank Corporation (hereinafter collectively referred to as the “Group”). The acquisition of LSB opened up business lines and helped grew the target market for Robinsons Bank in the Bicol region. Moreover, this has allowed the Bank to operate its countryside banking through LSB’s branches and micro banking offices (MBO). 1 Based on the data as of December 31, 2017 posted by BSP in its website, http.www.bsp.gov.ph, of the forty-three (43) universal and commercial banks operating in the Philippines, the Bank ranked 19th in terms of Total Assets; 19th in terms of Total Loans; 18th in terms of Total Deposits; 30th in terms of Return on Equity (ROE); and 20th in terms of Total Capital. (d) Business of Issuer – Description of the Business and its Significant Subsidiaries The Bank is the financial services arm of the JG Summit Group of companies. The Bank is 60.0% owned by JG Summit Capital Services Corporation (JGSCSC) and 40.0% owned by Robinsons Retail Holdings, Inc. (RRHI). It is a full-service Philippine commercial bank and has for its cornerstone a business portfolio of market leaders, a solid financial position and a formidable management team which serve the banking requirements of its customers, business partners and the general banking public through its wide array of products and services.